Reilly Robert Q 4

What Happened

• Robert Q. Reilly, Executive Vice President of PNC Financial Services Group, had 12,463 performance share units (PSUs) vest on Feb 12, 2026. The vested shares were issued at $0.00 per share (award payout).
• To satisfy the tax withholding on the vesting, 4,667 shares were withheld/disposed at $229.68 per share, totaling $1,071,917. The withholding is a routine tax-coverage transaction rather than an open-market sale.

Key Details

• Transaction date: 2026-02-12; Form filed: 2026-02-17 (filed after the typical 2-business-day Form 4 window).
• Award: 12,463 shares vested from 2023 PSUs; payout rate 119.57% per the Human Resources Committee. Accrued dividend equivalents under the award were paid in cash. (Footnote F1)
• Tax withholding: 4,667 shares withheld to cover tax liability (disposition) at $229.68/share for ~$1.072M. (Footnote F2)
• Shares owned after transaction: not specified in the provided filing. The filing notes additional indirect holdings in the PNC Incentive Savings Plan (ISP), which is a unitized 401(k) fund that is primarily invested in PNC stock. (Footnote F3)
• Filing timeliness: The Form 4 was submitted 5 calendar days after the transaction (Feb 17 vs Feb 12), outside the usual 2-business-day reporting window.

Context

• This was a vesting of performance-based compensation (PSUs) rather than a purchase motivated by investment views. The only shares sold were withheld to satisfy tax obligations—a common, administrative action.
• The PSU payout exceeded target (119.57%), indicating the grant’s performance criteria were met above target; dividend equivalents were paid in cash.